SideChannel, Inc 8-K, filed May 5, 2023
SideChannel, Inc. (SDCH)
About this 8-K
SideChannel, Inc filed this 8-K on May 5, 2023, reporting on events of April 28, 2023.
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 9.01: Financial statements and exhibits
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SECURITIES AND EXCHANGE COMMISSION
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CURRENT REPORT
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Item 5.02 Compensatory Arrangements of Certain Officers
On April 28, 2023 the compensation changed for Ryan Polk, our Chief Financial Officer. Mr. Polk’s annual base compensation increased from $150,000 to $175,000 with an effective date of October 1, 2022 and a retroactive adjustment to be included in his April 30, 2023 payroll.
The April 30, 2023 compensation change includes an increase in the annual equity incentive compensation amount from $50,000 to $150,000. Mr. Polk is eligible for his next annual equity incentive compensation grant on June 1, 2023.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
| Exhibit No. | Description | |
| 10.1 | Ryan Polk 2023 Compensation Change Authorization | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: May 4, 2023
| SIDECHANNEL, INC. | ||
| By: | /s/ Ryan Polk | |
| Ryan Polk | ||
| Chief Financial Officer | ||
Exhibit 10.1
| To: | Rachel Darrow, Accountant | ||
| From: | Brian Haugli, CEO | ||
| Date: | April 28, 2023 | ||
| Subject: | Compensation Changes for Ryan Polk |
Effective with the April 30, 2023 payroll, Ryan Polk’s annual base compensation is being increased from $150,000 to $175,000. This increase is retroactive to October 1, 2022 and a catch-up amount should be included in the April 30 payroll to reflect the retroactive application of this increase.
Second, Ryan’s annual equity incentive compensation bonus is being increased from $50,000 to $150,000 effective with his next grant date, June 1, 2023. We will convert the bonus into a quantity of RSU’s using the per share rate specified in our 2023 Equity Incentive Program Policy approved by our Board of Directors in December, 2022.
These two increases correspond to Ryan’s greater participation in the leadership activities and day-to-day tasks necessary to support our growth; however, Ryan will remain a fractional CFO. I discussed this matter with the Compensation Committee of our Board of Directors, incorporated their feedback into my discussions with Ryan, and received their approval for the above changes.